8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2009

Republic Airways Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-49697	06-1449146
(Commission File Number)	(IRS Employer Identification No.)

8909 Purdue Road

Suite 300

Indianapolis, IN 46268

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (317) 484-6000

None.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On October 16, 2009, Republic Airways Holdings Inc. (“Republic”) entered into an agreement (the “Agreement) with Mesa Air Group, Inc. (“Mesa”) to form Mo-Go, LLC,  (the “Company”), a joint venture that will provide inter-island commercial airlines services in Hawaii. Pursuant to the Agreement, Republic made capital contributions of $250,000 and 88.75% of the outstanding capital stock of Mokulele Flight Service, Inc. In addition to Republic’s contributions to the Company’s capital, Republic has forgiven certain indebtedness of Mokulele held by Republic, agreed to voluntarily terminate its existing capacity purchase agreement with Mokulele upon request by the Company and has caused Mokulele to settle certain outstanding litigation against Mesa. Under the terms of the Agreement, Mesa contributed $750,000 to the Company’s capital and entered into an exclusive license and services arrangement with the Company regarding the operation of Mesa’s “go!” inter-island commercial airlines services business. Pursuant to the Agreement, Mesa now owns 75% of the Company and the former Mokulele shareholders own the remaining 25%.

A copy of the press release of the Company dated October 13, 2009 is filed herewith as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.

99.1 Press Release of Republic Airways Holdings Inc. relating to formation of the Joint Venture with Mesa.

(All other items on this report are inapplicable.)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

REPUBLIC AIRWAYS HOLDINGS INC.
By:	/s/ Robert H. Cooper
	Name: Robert H. Cooper
	Title: Executive Vice President and Chief Financial Officer

Dated: October 22, 2009

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Republic Airways Holdings Inc. relating to formation of the Joint Venture with Mesa.

EX-99.1

For Immediate release:

Republic Airways Holdings

Media Contact: Carlo Bertolini

Tel. (317) 484-6069

IR Contact: Timothy Dooley

Tel. (317) 487-4308

Republic Airways Forms Joint Venture with Mesa to Operate Hawaii Service

Indianapolis (Oct. 13, 2009) Republic Airways Holdings (NASDAQ: RJET) today announced that it had reached an agreement with Mesa Air Group to form a joint venture (“JV”) to combine the jet routes currently flown by both Mesa and Republic.  Under the agreement, E170 routes currently operated by Republic Airways will be transitioned to jet service provided by Mesa Airlines.  The three E170 aircraft will be returned to the mainland by November and will operate in Republic Airways’ branded network.

All passengers holding tickets on Shuttle America operated flights will be reaccomodated on flights operated by Mesa.

Under the terms of the JV agreement, Mokulele shareholders will contribute their ownership of Mokulele to the JV and will own 25% of the new venture.  Additionally, current Mokulele shareholders will be obligated to fund up to $1.5 million to capitalize the JV.  Republic, which is the majority shareholder of Mokulele, will forgive Mokulele’s $3.1 million outstanding debt to Republic, net of surrendered aircraft deposits.

“During this period of economic stress within our industry, it is especially important to closely match capacity with demand, and this arrangement allows Mokulele to right-size the aircraft within its network,” said Bryan Bedford, chairman, president and CEO of Republic Airways Holdings. “Meanwhile, the agreement allows Republic Airways to reallocate its E170 aircraft within its branded airline operations, where they will be able to contribute to our network rebuilding efforts.”

Republic Airways Holdings, based in Indianapolis, Indiana is an airline holding company that owns Chautauqua Airlines, Frontier Airlines, Lynx Aviation, Midwest Airlines, Republic Airlines and Shuttle America, collectively “the airlines.” The airlines offer scheduled passenger service on approximately 1,800 flights daily to 126 cities in 47 states, Canada, Mexico and Costa Rica under branded operations at Frontier and Midwest, and through fixed-fee airline services agreements with five major U.S. airlines. The fixed-fee flights are operated under an airline partner brand, such as AmericanConnection, Continental Express, Delta Connection, United Express, and US Airways Express. The airlines currently employ over 11,000 aviation professionals and operate 294 aircraft.

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